Filed by TekInsight.Com, Inc.
pursuant to Rule 425 under the
Securities Act of 1933, as amended
Subject Company: Data Systems Network Corporation
Commission File No.: 1-11568
[TEKINSIGHT.COM LOGO]
5 HANOVER SQUARE 24TH FL. NEW YORK, NEW YORK 10004
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TEKINSIGHT.COM CHOOSES EDELMAN PUBLIC RELATIONS WORLDWIDE TO
SPEARHEAD LAUNCH OF STREAMING XML(TM) TECHNOLOGY
Marketing communications becomes key initiative as company unveils technology
to help manage information overload from the Internet
NEW YORK- APRIL 11, 2000 - TekInsight.com (NASDAQ: TEKS), an Internet
development company that uses new Streaming XML technology to help clients
manage real-time Internet information flow, has chosen Edelman Public Relations
Worldwide to support its global marketing communications initiatives.
"Public relations is going to be essential to the future success of our solution
development and execution efforts," said Steven Ross, CEO of TekInsight.com.
"Our new breed of solutions, based on an emerging technology called Streaming
XML, will enable clients to manage and leverage the overwhelming flow of
information generated from electronic commerce and from within their
organization. Edelman's technology and business-to-business expertise will help
TekInsight.com take the lead in this new technology area."
Edelman's experience with industry leading clients in the e-business space makes
it a strong partner for TekInsight.com. The firm's Global Technology Practice
plans an aggressive strategic industry outreach campaign to communicate the
merits of TekInsight.com's technology. TekInsight.com joins other noteworthy
Edelman technology clients including Expedia Inc., Ericsson, VeriSign and
Autonomy.
"TekInsight.com has demonstrated that the business and consumer application of
Streaming XML technology will make a very strong impact on the industry," said
Mark Shadle, executive vice president and general manager of the Edelman
Business-to-Business Marketing practice in Chicago. "By leveraging our Business
Advantage Marketing process and our expertise in technology, we intend to
spotlight the strength of TekInsight.com's solutions."
The TekInsight.com public relations program will involve professionals from
Edelman's Chicago Technology Group and draw upon other specialists throughout
the firm's global network.
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TekInsight.com Chooses Edelman/page 2
ABOUT EDELMAN PUBLIC RELATIONS
Edelman Public Relations Worldwide (http://www.edelman.com), a leader in public
relations for more than 47 years, is a global firm with capabilities in all
facets of public relations. With 38 offices in North America, Latin America,
Europe and Asia, and a staff of more than 1,800, Edelman is the world's largest
independent public relations firm and fifth overall. Edelman's Technology Group
has more than 400 professionals focused on technology and business-to-business
marketing.
ABOUT TEKINSIGHT.COM.
Tek Insight is a world-class Internet development company with a product set
that includes XML streaming technology. TekInsight.com's customers include
Microsoft, IBM and other Fortune 500 companies. Some of the company's
proprietary technology include various web-based diagnostic software agents and
web-based e-commerce performance analysis tools. TekInsight.com is currently
using this expertise to build several Internet-based commercial products and
services. For more information, visit www.tekinsight.com or call 212.271.8550.
FORWARD LOOKING STATEMENTS
This press release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors created thereby. Investors are cautioned that
certain statements in this release are "forward looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 and involve
known and unknown risks, uncertainties and other factors. Such uncertainties and
risks include, among others, certain risks associated with the closing of the
transaction described above, government regulation, and general economic and
business conditions. Actual events, circumstances, effects and results may be
materially different from the results, performance or achievements expressed or
implied by the forward-looking statements. Consequently, the forward looking
statements contained herein should not be regarded as representations by
TekInsight.com, Data Systems or any other person that the projected outcomes can
or will be achieved.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
TekInsight.com plans to file a Registration Statement on SEC Form S-4 in
connection with the merger, and TekInsight.com and Data Systems expect to mail a
Joint Proxy Statement/Prospectus to shareholders of TekInsight.com and Data
Systems containing information about the merger. Investors and shareholders are
urged to read the Registration Statement and the Joint Proxy
Statement/Prospectus carefully when they are available. The Registration
Statement and the Joint Proxy Statement/Prospectus will contain important
information about TekInsight.com, Data Systems, the merger, the persons
soliciting proxies relating to the merger, their interests in the merger, and
other related matters. Investors and shareholders will be able to obtain free
copies of these documents through the web site maintained by the U.S. Securities
and Exchange Commission at http://www.sec.gov. Free copies of the Joint Proxy
Statement/Prospectus and these other documents may also be obtained (when
available) from TekInsight.com by directing a request to TekInsight.com, Inc., 5
Hanover Square, 24th Floor, New York, New York 10004, attention: Arion Kalpaxis,
telephone: (212) 271-8550.
In addition to the Registration Statement and the Joint Proxy
Statement/Prospectus, TekInsight.com and Data Systems file annual, quarterly and
special reports, proxy statements and other information with the Securities and
Exchange Commission. You may read and copy any reports, statements or other
information filed by TekInsight.com or Data Systems at the SEC's public
reference room at 450 Fifth Street, N.W., Washington D.C. 20549 or at any of the
Commission's other public reference rooms in New York, New York and Chicago,
Illinois. Please call the Commission at 1-800-SEC-0330 for further information
on the public reference rooms. TekInsight.com's and Data Systems' filings with
the SEC are also available to the public from commercial document-retrieval
services and at the Web site maintained by the SEC at http://www.sec.gov.
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TekInsight and its officers and directors may be deemed participants in
the solicitation of proxies from its stockholders with respect to the
transactions contemplated by the merger agreement and may have an interest
therein either directly or indirectly by virtue of their security holdings or
otherwise. Information regarding such officers and directors is included in
Tekinsight's Report on Form 10-K for the fiscal year ended June 30, 1999 filed
with the Commission in October 1999. In addition, since the date of the
TekInsight 10-K, Mr. Steven J. Ross has become President and Chief Executive
Officer, and Mr. Arion Kalpaxis has become Chief Operating Officer, of
TekInsight. Prior to joining TekInsight, Mr. Ross was a director of Data Systems
from October 1999 until February 2000. Since February 2000, Mr. Ross has been
Chairman of the Board and Chief Executive Officer of VarsOnly.com, Inc., an
Internet start-up focusing on computer resellers. Since August 1999, Mr. Ross
has been a director of Interactive Frontiers, Inc., a developer, manufacturer
and marketer of computer-based digital video instructional software. From July
1998 to July 1999 Mr. Ross was Vice President and General Manager of Toshiba
America Information Systems, a subsidiary of Toshiba Corp. active in computer
sales, support and manufacturing in North and South America. From October 1995
through June 1998, he was President and General Manager of the reseller
division, and President, Corporate Marketing, for Inacom Corp., a computer
product and service company. Mr. Arion Kalpaxis has served as Chief Operating
Officer of Astratek since April 1997. From 1995 to May 1996 Mr. Kalpaxis was
Vice President for BT Ventures and the Bankers Trust Electronic Commerce group
responsible for the development of business models for new initiatives in
electronic commerce. Prior to 1995 Mr. Kalpaxis was a partner at Metron
Consulting Group where he advised clients in business strategy and development,
and managed efforts designed to bring about fundamental changes in support of
new business initiatives. The 1999 TekInsight 10-K is available free of charge
at the Commission's web site://www.sec.gov and from Tekinsight at the address
set forth above.
Data Systems and its officers and directors may be deemed to be
participants in the solicitation of proxies from stockholders of Data Systems
with respect to the transactions contemplated by the merger agreement and may
have an interest therein either directly or indirectly by virtue of their
security holdings or otherwise. Information regarding such officers and
directors is included in the Data Systems Report on Form 10-K for the fiscal
year ended December 31, 1999 filed with the Commission in March 2000. This
document is available free of charge at the Commission's web site at
http://www.sec.gov and from the Data Systems address at 34705 W. 12 mile road,
Suite 300, Farmington Hills, Michigan 48331, Attention: Chief Financial Officer.
